Blueprint





 





 



Exhibit 4.2

 


 

 



FIRST AMENDMENT TO



AMENDMENT TO WARRANTS AND AGREEMENT TO EXERCISE

 


THIS FIRST AMENDMENT TO AMENDMENT TO WARRANTS AND
AGREEMENT TO EXERCISE (this “Amendment”)
is dated July 9, 2018 by and among Fluent, Inc., formerly known as
Cogint, Inc. (the “Corporation”)
and H.I.G. Whitehorse SMA Holdings I, LLC
(“Warrantholder”).
Capitalized terms used herein that are not otherwise defined shall
have the meanings set forth in the Warrants (defined
below).

 



RECITALS

 


WHEREAS, on October 7, 2016, the Corporation
issued to Warrantholder warrants to purchase, in aggregate,
sixty-six thousand six hundred sixty-six (66,666) shares of the
Corporation's Common Stock, par value $0.0005 per share (the
“Warrants”);

 


WHEREAS, on November 3, 2017, the Corporation and
Warrantholder entered into that certain Amendment to Warrants and
Agreement to Exercise (the “Agreement”),
lowering the Exercise Price of the Warrants on the terms set forth
therein; and

 


WHEREAS,
the Warrantholder exercised the Warrants pursuant to the terms of
the Agreement; and


 


WHEREAS,
the Corporation and Warrantholder have agreed to amend the put
right provided under the Agreement on the terms set forth
herein.


 


NOW,
THEREFORE, in consideration of the premises and for other good and
valuable consideration (the receipt and sufficiency of which are
hereby acknowledged), the parties hereto, intending to be legally
bound, hereby agree as follows:


 


1.          Put
Right. Section 7 of the Agreement is deleted in its entirety
and amended as follows:


 


“7. 
PUT RIGHT.
Warrantholder shall have the right,
but not the obligation, to require the Corporation to purchase from
Warrantholder all Warrant Shares held by Warrantholder at a price
equal to $3.8334 per share (the “Put
Right”) on the terms and
conditions set forth herein. In order to exercise the Put Right,
Warrantholder shall provide the Corporation written notice thereof
at any time during the time period commencing January 1, 2019, and
ending 11:59 PM ET on December 15, 2019 (the
“Put Exercise
Period”). As a condition
precedent to the exercise of the Put Right and the Corporation's
obligation to consummate the Put Closing (as defined below),
Warrantholder shall own and possess the Warrant Shares free and
clear of any and all liens, mortgages, pledges, security interests,
encumbrances or charges of any kind. Subject to the terms hereof,
the Corporation shall purchase all Warrant Shares held by
Warrantholder no later than ten (10) Business Days from the
Corporation's receipt, during the Put Exercise Period, of
Warrantholder's written notice of exercise of the Put Right, which
purchase shall be effective upon delivery of the purchase price
therefor (the “Put
Closing”).”


 


2.          Leak
Out. Item (ii) of Section 5 of the Agreement is deleted in
its entirety and amended as follows:


 


“(ii)
Warrantholder shall not Transfer any of the Warrant Shares for less
than $3.8334 per share (as appropriately adjusted for any stock
split or reverse stock split, stock dividend, combination, or other
recapitalization or reclassification effected after July 9,
2018).”


 


3.          Full
Force and Effect. Except as specifically amended, modified
or supplemented by this Amendment, the Agreement, as amended, shall
remain unchanged and in full force and effect.


 


4.          Counterparts.
This Amendment may be executed by one or more of the parties hereto
in any number of separate counterparts, each of which shall be
deemed an original and all of which, taken together, shall be
deemed to constitute one and the same instrument. Delivery of an
executed counterpart of this Amendment by electronic transmission
shall be as effective as delivery of a manually executed
counterpart hereof.


 


 



(Signatures on following page)


 


 






 






 


IN WITNESS WHEREOF, the
parties hereto have caused this Amendment to be executed by their
respective officers thereunto duly authorized, as of the date first
written above.



 








	
 

	


CORPORATION:


 


FLUENT,
INC.


	
 

	
 

	
 


	
 

	
 

	
 


	
 

	

By:

	

/s/
Ryan Schulke





	
 

	
 

	

Name: Ryan
Schulke


	
 

	
 

	

Title: Chief
Executive Officer







 


 


 


 


 


 







 


 


 


 


 


 


 


 


 


 


[Signatures
continue on following page]

  




 



 




[Signature
Page to First Amendment to Amendment to Warrants And Agreement to
Exercise]












 






 


 








	
 

	


WARRANTHOLDER:


 


	
 

	

H.I.G.
Whitehorse SMA Holdings I, LLC


 


	
 

	

By:

	

/s/
Richard Siegel





	
 

	
 

	

Name: Richard
Siegel


	
 

	
 

	

Title:
Authorized Signatory







 

  





 


 


 




[Signature
Page to First Amendment to Amendment to Warrants And Agreement to
Exercise]